Terms of
Service.

1.1 Services. The Services include Cohort's creator marketing campaigns, micro-influencer matching, paid amplification, full-funnel performance tracking, and the client portal available at client.wearecohort.com (collectively, the "Services"). Subject to this Agreement, Cohort grants you a limited, non-exclusive, non-transferable licence to access and use the Services for your internal business purposes.

1.2 Updates. Cohort may modify, update, or discontinue any aspect of the Services at any time. We will endeavour to provide reasonable notice of material changes where practicable.

1.3 Certain Restrictions. You shall not: (a) licence, sell, resell, or otherwise commercially exploit the Services or any data obtained through them; (b) reverse engineer, decompile, or attempt to extract source code from any component of the Services; (c) use the Services to build a competing product or service; (d) circumvent any access controls, usage limits, or security measures; or (e) use the Services in violation of any applicable law or regulation.

2.1 Account Creation. To access the client portal, you must register an account. You agree to provide accurate, current, and complete information and to keep it up to date. Each account must represent a single authorised brand or business entity.

2.2 Authorised Users. Only authorised representatives of the registered brand may access the portal. You are responsible for all activity that occurs under your account and must promptly notify Cohort of any unauthorised access at hello@wearecohort.com.

3.1 Brand Assets and Briefs. You retain full ownership of all campaign briefs, brand assets, creative guidelines, and other materials you submit to Cohort ("Brand Content"). By submitting Brand Content, you grant Cohort and the relevant creator a limited, worldwide, royalty-free licence to use, reproduce, and display it solely for the purpose of executing your campaigns. You warrant that you hold full rights to grant this licence and that your Brand Content is free from any offensive or legally restricted material. You agree to indemnify and hold Cohort harmless from any costs, damages, or losses arising from a breach of these warranties.

3.2 Accuracy. You represent that your Brand Content does not infringe any third-party intellectual property rights, is not unlawful or misleading, and complies with all applicable advertising standards and regulations in your target markets.

4.1 No Perpetual Ownership. The Client does not acquire perpetual ownership of any creator content produced under this Agreement. All creator content is licensed to the Client for use during the agreed term only, as specified in the relevant Insertion Order or Statement of Work. All intellectual property rights in creator content remain with the creator and/or Cohort.

4.2 Organic Usage Licence. Unless otherwise agreed in writing, the Client is granted a non-exclusive, non-transferable licence to use creator content for organic purposes only across the Client's owned channels. All usage rights are strictly conditional upon full payment of all fees under the relevant agreement.

4.3 Prohibited Uses. The Client may not: (a) use creator content for paid media, including boosting, whitelisting, dark posting, or any form of paid advertising; (b) modify or repurpose the content beyond minor formatting adjustments; or (c) sublicense or distribute the content to any third party, unless Paid Media Usage Rights are explicitly granted in writing by Cohort.

4.4 Platform and Methodology. All tools, software, methodologies, and processes comprising the Services — including Cohort's creator network, matching processes, campaign frameworks, and reporting dashboards — are the exclusive property of Cohort and its licensors. Nothing in this Agreement transfers any ownership interest in our intellectual property to you.

4.5 IP Warranty. Cohort warrants that creator content will not knowingly infringe third-party intellectual property rights. Cohort's total liability under this clause shall be limited to the total fees paid under the relevant Insertion Order.

5.1 Not Included by Default. Paid Media Usage Rights are not included in any engagement unless explicitly granted in writing by Cohort. The Client is strictly prohibited from using, repurposing, or distributing creator content for any paid media activity — including advertisements, boosting, whitelisting, dark posting, or sponsored placements — without such written agreement.

5.2 Where Granted. Where Paid Media Usage Rights are agreed in writing: (a) usage will be limited to a maximum of 60 days from first publication or delivery, unless otherwise agreed; (b) usage is restricted to the approved platforms and formats only; and (c) all rights are conditional upon full payment of all applicable fees.

5.3 Extensions. Extensions to Paid Media Usage must be requested in writing before the expiry of the original term. Extensions may be granted up to a maximum total usage period of 210 days, subject to additional fees agreed in advance.

5.4 Unauthorised Use. Any unauthorised paid usage constitutes a material breach of this Agreement. Cohort reserves the right to revoke all usage rights immediately and charge retroactive usage fees calculated from the original expiry date.

6.1 Invoicing. The total campaign fee is invoiced in full upon execution of the relevant Insertion Order or Statement of Work and is due within NET 30 days from the invoice date. Payments must be made in full and in cleared funds to Cohort's designated bank account.

6.2 Scope Changes. Any adjustments to budget or scope must be mutually agreed upon in writing and confirmed via email before implementation. Cohort may charge additional fees for extra services, delays caused by the Client, or circumstances outside of Cohort's control, provided the Client agrees to these charges in writing.

6.3 Non-Refundable. All fees paid are non-refundable once a campaign has launched or creators have been approved. Setup and onboarding fees are non-refundable at any time, except as required by applicable law.

6.4 Late Payment. Any delays in payment may result in a corresponding delay to the campaign Start Date. Cohort reserves the right to pause all campaign activity — including creator engagement and content delivery — until any overdue payments are received in full. Interest on late payments may accrue at the statutory rate.

7.1 Confirmed Booking. Once creators have been reviewed and approved by the Client — whether via written confirmation, email, or platform approval — all associated creator fees and production costs are final, non-cancellable, and non-refundable. Creator approval constitutes a confirmed booking. The Client remains fully liable for all approved creator fees regardless of campaign performance, delays, or termination.

7.2 Changes to Approved Creators. Any request to replace approved creators, cancel creator participation, or materially change agreed deliverables will be treated as a change in scope and may result in additional fees. Cohort will use reasonable efforts to accommodate such requests, but no changes are guaranteed without additional cost and timeline adjustment.

7.3 Creator Unavailability. If a creator becomes unavailable for reasons outside of Cohort's control, Cohort will use reasonable efforts to source a suitable replacement with comparable profile and deliverables. Such replacement shall be deemed accepted unless the Client provides reasonable written objections within 48 hours of notification. Any delays caused by creator changes or Client response times will result in corresponding timeline adjustments.

7.4 Intermediary Role. Cohort acts solely as an intermediary between brands and independent creators. Cohort is not a party to any direct agreement between you and a creator and is not liable for creator-produced content beyond its obligations under the relevant Insertion Order.

7.5 Non-Dealing. During the term of any engagement and for 12 months following its completion or termination, the Client shall not directly or indirectly engage, contract, solicit, or circumvent Cohort to work with any creator, influencer, or talent introduced by Cohort. For the avoidance of doubt, "introduction" includes any creator shared via email, dashboard, proposal, or campaign execution. In the event of a breach, the Client shall be liable to pay Cohort a fee equal to 100% of the relevant creator's agreed rate, in addition to any other available remedies. This clause does not apply to creators with whom the Client can demonstrate a clearly established, pre-existing relationship prior to introduction by Cohort.

8.1 Review Window. The Client must review submitted content and provide consolidated feedback within 48 hours of submission. If no feedback is received within this window, the content will be considered accepted for timeline purposes and production will continue.

8.2 Revision Rounds. Each engagement includes one (1) round of revisions per asset, which must be submitted as a single consolidated response. Feedback provided after the 48-hour window may still be considered but will count toward the included revision round, and any resulting delays will extend campaign timelines accordingly.

8.3 Additional Scope. Any additional revision requests beyond the included round, new creative direction, concept changes, or non-consolidated feedback will be treated as additional scope and subject to additional fees. Any changes requested after content approval will be treated as new scope and quoted separately.

8.4 Reshoots. If reshoots are required due to Client-side issues — including incorrect product, late delivery, or changes in direction — additional fees will apply. If reshoots are required due to creator error, Cohort will arrange a replacement or correction at no additional cost. Minor edits are included within the revision round; full reshoots, product changes, or new creative concepts are not revisions and will be treated as additional scope.

9.1 Termination by You. Either party may terminate this Agreement with at least 14 days' written notice to hello@wearecohort.com. Termination may also occur immediately upon written notice if the other party commits a material breach that is not remedied within five (5) days of written notice.

9.2 Client Liability on Termination. In the event of termination by the Client, the Client shall be liable for all costs incurred up to the termination date, including creator fees, production costs, and services performed. Where creators have been approved, all associated creator fees remain non-cancellable, non-refundable, and fully payable regardless of campaign outcome. If termination occurs after content delivery, the full campaign fee remains due and payable.

9.3 Termination by Cohort. Cohort may suspend or terminate access immediately for material breach, fraudulent activity, non-payment, or conduct harmful to creators, other clients, or Cohort's reputation. Cohort reserves the right to suspend or cease services in the event of non-payment.

9.4 Effect of Termination. All amounts due become immediately payable upon termination and are non-refundable. Any unused or incomplete deliverables shall not be owed unless full payment has been received. Provisions that by their nature should survive — including payment obligations, IP rights, non-dealing, confidentiality, and limitation of liability — will continue to apply.

10.1 No Guaranteed Results. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." COHORT DOES NOT WARRANT ANY SPECIFIC CAMPAIGN OUTCOMES, ENGAGEMENT RATES, CONVERSIONS, OR RETURN ON INVESTMENT. CREATOR PERFORMANCE METRICS ARE ESTIMATES BASED ON HISTORICAL DATA AND MAY NOT REFLECT ACTUAL RESULTS. THE CLIENT ACKNOWLEDGES THAT INFLUENCER MARKETING OUTCOMES ARE INHERENTLY VARIABLE AND SUBJECT TO FACTORS OUTSIDE OF COHORT'S CONTROL.

10.2 Platform Dependencies. Campaign performance may be affected by changes to third-party platform algorithms, policies, or availability. Cohort is not responsible for disruptions caused by TikTok, Instagram, YouTube, or any other platform. Neither party shall be liable for delays or failure to perform due to force majeure events, including platform outages, creator unavailability, or shipping delays; however, any costs already incurred shall remain payable by the Client.

11.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

11.2 Aggregate Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE — SHALL BE LIMITED TO THE TOTAL FEES PAID UNDER THE RELEVANT INSERTION ORDER OR STATEMENT OF WORK.

11.3 Specific Exclusions. Cohort shall not be liable for: (a) the performance of any campaign, including views, engagement, conversions, or return on investment; (b) the actions or omissions of creators or third-party platforms; (c) delays or additional costs caused by Client approvals, product availability, or direction changes; or (d) changes to platform policies or algorithms. Nothing in this Agreement shall exclude or limit liability for fraud or wilful misconduct.

12.1 Obligations. Each party agrees to keep all terms of this Agreement and any exchanged Confidential Information strictly confidential, disclosing it only to authorised personnel on a need-to-know basis or as required by law. Confidential Information includes proprietary business information, trade secrets, campaign strategies, creator rates, and other sensitive data, but excludes information that was previously known to the receiving party or is publicly available through no fault of that party.

13.1 Governing Law. This Agreement shall be governed by the laws of England and Wales (for UK and international clients) and the laws of the State of Delaware (for US clients), without regard to conflict of law principles.

13.2 Dispute Resolution. Disputes will be resolved through binding arbitration conducted in English, unless otherwise agreed by both parties. Both parties waive the right to a jury trial. Class actions are expressly waived. Either party may seek injunctive relief in court for intellectual property infringement or breach of confidentiality.

13.3 Non-Solicitation of Staff. Neither party may directly solicit or hire employees or contractors of the other party during the term of this Agreement and for 12 months following termination, except through general recruitment channels or where the individual independently applies without solicitation.

13.4 Modifications. Cohort reserves the right to modify this Agreement at any time. Material changes will be communicated by email or in-portal notification at least 30 days before they take effect. Continued use of the Services after notice constitutes acceptance.

13.5 Entire Agreement. This Agreement, together with any signed Insertion Order or Statement of Work, constitutes the entire agreement between the parties. In the event of any conflict, the terms of the relevant Insertion Order shall prevail.

13.6 Contact. For questions about this Agreement, contact us at hello@wearecohort.com. Cohort Inc Ltd is registered in England and Wales (Company No. 14205228) and operates in the United States.